SPONSORS’ WARRANT AND CO-INVESTMENT UNITS SUBSCRIPTION AGREEMENT
Exhibit 10.8
August 9, 2007
To the Board of Directors of
Liberty Acquisition Holdings Corp.:
Liberty Acquisition Holdings Corp.:
Gentlemen:
The undersigned hereby subscribes for and agrees to purchase:
(i) 6,000,000 warrants (“Sponsors’ Warrants”) at $1.00 per warrant, each to
purchase one share of common stock, par value $0.0001 per share (“Common Stock”), of
Liberty Acquisition Holdings Corp., a Delaware corporation (the “Corporation”), at
$7.00 per share for an aggregate purchase price of SIX MILLION DOLLARS ($6,000,000)
(“Sponsors’ Warrant Purchase Price”); and
(ii) 2,500,000 co-investment units (“Co-Investment Units”) at $10.00
per unit, consisting of an aggregate of 2,500,000 shares of the Common Stock (the
“Co-Investment Common Stock”) and 1,250,000 warrants, each to purchase one share of
Common Stock (the “Co-Investment Warrants”) at $7.00 per share, for an aggregate
purchase price of TWENTY-FIVE MILLION DOLLARS ($25,000,000) (the “Co-Investment Unit
Purchase Price,” and together with the Sponsors’ Warrant Purchase Price, the
“Purchase Price”).
The payment for and issuance of the Sponsors’ Warrants shall occur immediately prior to the
consummation of the Corporation’s initial public offering of securities (“IPO”). The
payment for and issuance of the Co-Investment Units shall occur immediately prior to the
consummation by the Corporation of a merger, capital stock exchange, asset acquisition or other
similar business combination with an operating business (“Business Combination”) following
the IPO.
Immediately prior to the consummation of a Business Combination, the undersigned shall deliver
the Co-Investment Unit Purchase Price to the Corporation. In the event that the Corporation fails
to consummate a Business Combination within 30 months from the consummation of its IPO (or 36
months from the consummation of its IPO if a letter of intent, agreement in principle or definitive
agreement has been executed within such 30 month period but as to which a Business Combination is
not yet complete), the undersigned’s obligation to purchase the Co-Investment Units shall be null
and void and of no further force and effect.
The undersigned acknowledges that the Sponsors’ Warrants and Co-Investment Units are subject
to certain restrictions on transfer as set forth in a letter agreement, dated the date hereof, as
may be amended from time to time.
The undersigned represents and warrants that it has been advised that the Sponsors’ Warrants
(including any underlying shares of Common Stock) and the Co-Investment Units (including the
Co-Investment Common Stock, Co-Investment Warrants and underlying shares of Common Stock) have not
been registered under the Securities Act of 1933, as amended (the “Securities Act”); that
it is acquiring each of the Sponsors’ Warrants (including any underlying shares of Common Stock)
and the Co-Investment Units (including the Co-Investment Common Stock, Co-Investment Warrants and
underlying shares of Common Stock) for its account for investment purposes only; that it has no
present intention of selling or otherwise disposing of any of the Sponsors’ Warrants (including any
underlying shares of
Common Stock) and the Co-Investment Units (including the Co-Investment Common Stock,
Co-Investment Warrants and underlying shares of Common Stock) in violation of the securities laws
of the United States; that it is an “accredited investor” as defined by Rule 501 of Regulation D
promulgated under the Securities Act; that it is familiar with the proposed business, management,
financial condition and affairs of the Corporation; and that it initiated discussions with the
Corporation relating to the purchase and sale of the Sponsors’ Warrants and the Co-Investment Units
and that it did not initiate such discussions, nor did it decide to enter into this agreement, as a
result of any general solicitation or general advertising within the meaning of Rule 502(c) under
the Securities Act.
In the event that the undersigned is unable to consummate the purchase of the Co-Investment
Units, the undersigned agrees to surrender and forfeit to the Corporation its 10,643,250 Founders’
Units (as defined in the Corporation’s prospectus used in connection with the IPO), which were
purchased from the Corporation for $12,340.01 pursuant to a Subscription Agreement, dated August 9,
2007.
[Signature Page to Follow]
2
The undersigned hereby represents and warrants that it will execute all documents that are
necessary or desirable in connection with the Corporation’s initial public offering.
| Very truly yours, XXXXXX EQUITIES II, LLC |
||||
| By: | /s/ Xxx Xxxxxx | |||
| Name: | Xxx Xxxxxx | |||
| Title: | Authorized Signatory | |||
Agreed to:
| By: | /s/ Xxxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxx | |||
| Title: | President | |||
3
